Zero - Strike Call Option Transaction

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Bitdeer Announces Pricing of Upsized US$330.0 Million Convertible Senior Notes Offering
Globenewswire· 2025-06-18 09:59
Core Viewpoint - Bitdeer Technologies Group has announced the pricing of US$330 million principal amount of 4.875% Convertible Senior Notes due 2031, increasing from a previously announced US$300 million offering, with the sale expected to close on June 23, 2025 [1][2]. Group 1: Offering Details - The notes will bear interest at a rate of 4.875% per year, payable semiannually starting January 1, 2026, and will mature on July 1, 2031 [2]. - The initial conversion rate is set at 62.9921 Class A ordinary shares per US$1,000 principal amount, equating to an initial conversion price of approximately US$15.88 per share, representing a 25% premium over the last reported sale price on June 17, 2025 [2]. Group 2: Redemption and Repurchase Conditions - The company may redeem the notes for cash starting July 6, 2028, if certain conditions regarding the stock price and liquidity are met, at a redemption price equal to 100% of the principal amount plus accrued interest [3]. - The company can also redeem all but not part of the notes if less than US$25 million remains outstanding, or in the event of certain tax law changes [4]. Group 3: Use of Proceeds - The estimated net proceeds from the offering are approximately US$319.6 million, intended for various purposes including datacenter expansion, ASIC-based mining rig development, and working capital [7]. - If the initial purchasers exercise their option to purchase additional notes, the proceeds will similarly be allocated for datacenter expansion and other corporate purposes [7]. Group 4: Zero-Strike Call Option Transaction - The company has entered into a zero-strike call option transaction, paying a premium of approximately US$129.6 million for the right to receive about 10.2 million Class A ordinary shares [8]. - This transaction is designed to facilitate derivative transactions related to the Class A ordinary shares, potentially impacting their market price [8][9]. Group 5: Concurrent Note Exchange Transaction - Concurrently with the offering, the company has engaged in transactions to exchange approximately US$36.1 million in cash and about 8.1 million Class A ordinary shares for US$75.7 million of its existing convertible senior notes due 2029 [11]. - This exchange is not contingent upon the offering of the new notes [11].
Bitdeer Announces Proposed Private Placement of US$300.0 Million of Convertible Senior Notes
Globenewswire· 2025-06-17 20:05
Core Viewpoint - Bitdeer Technologies Group plans to offer $300 million in Convertible Senior Notes due 2031, with an option for an additional $45 million, to qualified institutional buyers, subject to market conditions [1][2] Group 1: Offering Details - The notes will be general senior unsecured obligations of the Company, accruing interest payable semiannually [2] - Upon conversion, the Company will have the option to pay in cash, Class A ordinary shares, or a combination of both [2] - The interest rate and other terms will be determined at the time of pricing [2] Group 2: Use of Proceeds - Proceeds will be used for zero-strike call option transaction costs, cash consideration for concurrent note exchange transactions, datacenter expansion, ASIC mining rig development, and general corporate purposes [3] - If the additional notes are purchased, proceeds will similarly be allocated for datacenter expansion and other corporate purposes [3] Group 3: Zero-Strike Call Option Transaction - The Company plans to enter a zero-strike call option transaction with an initial purchaser, allowing it to receive a specified number of Class A ordinary shares at expiration [4] - This transaction aims to facilitate derivative transactions for investors, potentially impacting the market price of Class A ordinary shares and the notes [4][5] Group 4: Concurrent Note Exchange Transaction - The Company expects to negotiate privately to exchange certain August 2029 notes for cash and Class A ordinary shares [7] - The terms of these exchanges will vary and are not guaranteed [7] - Hedged holders of the August 2029 notes may unwind hedge positions, which could significantly affect the market price of Class A ordinary shares [8] Group 5: Company Overview - Bitdeer is a leading technology company in Bitcoin mining, providing comprehensive solutions including equipment procurement, datacenter design, and operations [11] - The Company is headquartered in Singapore and has datacenters in the United States, Norway, and Bhutan [11]